MASTER SUBCONTRACT AGREEMENT CHECKLIST

___ Construction Subcontract

___Independent Contractor Information
___Independent Contractor Acknowledgment
___Damages Report
___Damages Acknowledgement
___Texas Workers Comp Agreement
___Certificate of Insurance
___W-9
___Emergency Contact Info
___Your list of Equipment
___Number of Crews
___Past Jobs Completed

Please refer to above checklist for documents needed to process your subcontract
agreement.

11226 Wile Goose Dr. Tomball, TX 77375

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FALCO NETWORKS, LLC. – CONSTRUCTION SUBCONTRACT AGREEMENT FALCO INITIAL_______

SUB CONTRACTOR INITIAL_______
 CONSTRUCTION SUBCONTRACT

The Construction Subcontract (hereafter the “Agreement”) is made and entered into as of this _____ day of ______________.
2023 by and between Falco Networks, Llc., a Texas Limited Liability Company whose principal address is 11226 Wile Goose Dr.
Tomball, TX 77375 (hereafter “Contractor”), and ___________________________________ (hereafter “Subcontractor”).

WITNESSETH

Whereas, Subcontractor is knowledgeable and experienced in the construction of fiber optic and Coax cable systems and desires to
construct all or a portion of the system pursuant to the plans and specifications provided by Contractor under the terms set forth in
this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties intending to be legally
bound do mutually agree as follows:

ARTICLE I-THE WORK

1.1 The Work: The Work included boring/excavation for the installation of fiber optic and coax cable for those projects identified
by the
Contractor. Except for any materials provided by the Contractor as set forth in Exhibits A through C and SWPPP guidelines,
attached hereto, the Subcontractor is responsible for construction and construction management and shall furnish all labor,
tools, equipment, temporary facilities, warehousing, supervision, and services necessary to prosecute and complete the
construction of the Work as contained in the System Requirements and any plans and specifications provided to Subcontractor
by Contractor.

1.1.1 Pre-Construction and Post-Construction Walk: Subcontractor is required to provide before and after photos and
videos of the entire work site to document any defects and all locates.

1.1.2 Subcontractor is responsible for managing all 811 locates and dig tickets from inception through completion of the
project.
1.1.3 Subcontractor will construct any project per all local city, state and federal codes and OSHA standards and guidelines
and will be responsible for all daily reports, JSA, safety meetings, safety inspection reports, fencing, shoring, bore logs,
pedestrian and traffic control, standard pot holing, bore pits, placement of required conduit, placement of all hand
holes.
1.1.4 Subcontractor is responsible for ALL close out documents and closeout photos required.

1.2 System Requirements: The Work shall be performed by the Subcontractor in a good and workmanlike manner and strictly in
accordance with the plans and specifications or other written requirements provided by Contractor to Subcontractor. Such
plans, specifications and other requirements shall be referred to as the “System Requirements” and shall include the following:

- Construction Specifications
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- System Testing Procedures

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FALCO NETWORKS, LLC. – CONSTRUCTION SUBCONTRACT AGREEMENT FALCO INITIAL_______

SUB CONTRACTOR INITIAL_______
 - All Federal, state, county and local statutes, ordinances and regulations applicable to the work, including, without
limitation, the rules and regulations of the Federal Communications Commission, the Publics Utility Commission, the
Occupational Safety and Health Act of 1970, the Public Utility Commission, the Occupational Safety and local ordinances,
codes and rules and regulations pertaining to traffic, safety, bridging to maintain traffic and lane closures (collectively,
“Applicable Regulations”).
- Standard utility standards and practices
- The plat map for the project showing right of way and easements
- Requirements of all applicable power and telephone attachment agreements and other agreements with utilities

1.3 Review of System Requirements: Prior to commencing the Work, the Subcontractor shall thoroughly review the System
Requirements and shall notify the Contractor or any errors, inconsistencies, omissions or other deficiencies that the
Subcontractor observes in such documents and requirements. Except those that the Subcontractor reasonably should have
discovered by a thorough review of such System Requirements.

2.1 Contractor Deadlines: Subcontractor shall commence to Work no later than (the “Commencement Date”) and shall complete
the Work, including any Punch List items, no later than (the “Completion Date”). Commencement and completion dates to be
established per project.

2.2 Construction Schedule: At least five (5) calendar days before the Commencement Date, the Subcontractor shall prepare and
submit to the Contractor for approval, a Schedule (the “Construction Schedule”) setting forth the Commencement and Completion
dates, and any other milestone dates required by Contractor. The Construction Schedule shall be appended to this Agreement as
Exhibit D.

2.3 Commencement of Work: Notwithstanding anything to the contrary set forth herein, the Subcontractor shall not commence the
Work prior to receiving written approval of the Construction Schedule from Contractor.

2.4 Work Progress:

2.4.1 Completion of the Work and its several parts within the time allotted under this Agreement is of the essence.

2.4.2 The Subcontractor shall perform the Work in accordance with the Construction Schedule. The Subcontractor shall perform the
Work during regular working hours and shall have full crews at work on the job site at least eight (8) hours per day for five (5) days a
week, Monday through Friday.

2.4.3 If the Subcontractor shall perform the Work in accordance with the Construction Schedule, the Subcontractor must promptly
work such additional time over regular hours, including Saturdays, Sundays and holidays and/or supply such additional workers or
crews as may be necessary to perform and complete the Work on schedule, without additional cost or expense to the Contractor,
including claims for inefficiency due to the cost of overtime or additional labor. The Subcontractor shall reimburse the Contractor for
all additional costs to the Contractor to manage or inspect Work performed by the Subcontractor on overtime or accelerated basis.

2.5 Delays:

2.5.1 Should the Subcontractor be delayed in the prosecution of the Work by the act or fault of the Contractor or by damage caused
by fire, lightening, earthquake, cyclone or other Act of God, then the completion date for the Work set forth above and in the
Construction Schedule shall be extended for such reasonable period of time as the Contractor shall determine. No such extension of
time shall be allowed unless the Subcontractor gives the Contractor written notice of the delay and claim for extension of time
within one (1) calendar days after the occurrence thereof. No extensions of time shall be allowed for any suspension, delayed or
interrupted due to the fault or neglect of the Subcontractor. The extension of time herein provided for shall be the Subcontractor’s
sole and exclusive remedy for any delay and Subcontractor shall have no claim for damages against the Contractor by reason
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thereof.
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FALCO NETWORKS, LLC. – CONSTRUCTION SUBCONTRACT AGREEMENT FALCO INITIAL_______

SUB CONTRACTOR INITIAL_______
2.5.2 If Subcontractor does not complete the Work by the Completion Date (including any extensions granted by Contractor under
the above paragraph), Subcontractor damages for delay equal to $ _______N/A________ per day. Subcontractor agrees that
damages for delay would be difficult to ascertain and agrees that this liquidated sum is a good approximation of the damages
Contractor will suffer as a result of Subcontractor’s delay in completing the Work by the Completion Date. Subcontractor agrees not
to challenge the fact or amount for such liquidated damages. Subcontractor further agrees that such liquidated damages for delay
may be withheld from any Contract Dum due to Subcontractor by Contractor.

2.6 Acceleration of Work:

2.6.1 The Contractor shall have the right to order the Subcontractor in writing to perform the Work, or any portion of the Work, with
greater speed than the rate of progress required to finish the Work by the Completion Date, if Contractor is required by any other
party to complete the work in advance of the Completion Date.

2.6.2 The Contractor reserves the absolute right to have portions of the Work performed by the Contractor’s own forces or by
separate subcontractors engaged by the Contractor, if the Contractor determines, in the Contractor’s sole discretion, that such
action is necessary to assure completion of the Work by the Completion Date.

ARTICLE 3 -CONTRACT SUM

3.1 Amount: In full consideration of the full and complete performance of the Work and all other obligations of the Subcontractor
under this Agreement, the Contractor agrees to pay the Subcontractor the sum of (per project purchase order). Such amount,
including any change by way of written change orders, offsets or damages delay, shall constitute the “Contract Sum”. Subcontractor
shall not be guaranteed any minimum amount of work or minimum Contract Sum, and Subcontractor recognizes that Contractor
may engage other subcontractors to perform some of the Work at the same time Subcontractor is performing the work.

3.2 Payment Date: Contractor shall pay the Contract Sum to Subcontractor within 14 days after Contractor receives payment for the
work.

ARTICLE 4 – CONDITIONS OF CONTRACT PAYMENT

4.1 Acceptance of the Work: Completed Work shall be inspected and accepted by Contractor when Subcontractor has met the
conditions set forth in this Article 4.

4.2 Inspection of the Work: The Subcontractor shall notify the Contractor in writing that the Work is ready for inspection and
acceptance within two (2) working days of completion of the Work. The Subcontractor shall provide, at no cost to the Contractor,
one or more qualified representatives to assist the Contractor in conducting an inspection of the Work, as requested by the
Contractor. The Contractor and Subcontractor shall conduct the inspection of the Work within two (2) working days after receipt of
such notice from the Subcontractor. At this time of such inspection, the Contractor shall indicate on an inspection checklist (the
“punch list”) those items that require completion or correction.

4.3 Punch List Work: The Subcontractor shall complete all Punch list work within five calendar days after receipt of the Punch list. If
any Punch list work is not completed within such five (5) day period, the Contractor may, without further notice, complete the same
by any means it deems expedient and deduct the cost thereof from any payment die or to become due to the Subcontractor. Any
Punch list work which is safety related shall be corrected immediately by Subcontractor, or Contractor may complete the same by
any means and deduct the cost from Subcontractors payment.

4.4 Subcontractor understands and agrees that payment by the Owner to Falco Networks, Llc, for work is an express condition
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precedent to Falco Networks, Llc payment to Subcontractor for work.

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FALCO NETWORKS, LLC. – CONSTRUCTION SUBCONTRACT AGREEMENT FALCO INITIAL_______

SUB CONTRACTOR INITIAL_______
4.4.1 The Subcontractor shall submit to the Contractor all drawings and specifications, strand maps, plat maps, as built / redlines
drawings and other documents provided to or obtained by the Subcontractor in connection with the performance of the Work.

4.4.2 The Subcontractor shall submit an affidavit setting forth all subcontractors, suppliers and laborers performing work or
furnishing labor or material for the Subcontractor under this Agreement; verifying that all such subcontractors, suppliers and
laborers have been fully paid and have waived all lien rights; and waiving lien rights of Subcontractor upon payment of the Contract
Sum.

4.4.3 The Subcontractor shall remove all equipment and temporary facilities from the site of the Work, complete all clean up to the
Contractor’s satisfaction, remove all debris and rubbish from the site of the Work, repair any damage caused by the Subcontractor’s
operations and restore all property to its original condition, including the removal and replacement of all associated concrete and
sidewalks.

4.4.5 The Subcontractor shall obtain its bonding company’s consent to final payment by the Contractor to the Subcontractor, if
required.

4.4.6 The Subcontractor shall comply with all other close-out requirements of the System Requirements.

4.4.7 The Subcontractor shall submit an invoice to the Contractor for an amount which includes all written change orders and any
deductions for interior work or delay damages.

4.5 Provision of Warranty Maintenance Program: The Subcontractor, at his expense, shall provide the Contractor with a warranty
maintenance program in accordance with Article 9 (the “Warranty Maintenance Program”), commencing with the date of
acceptance of the Work by the Contractor and ending one (1) year after acceptance of the Work.

4.6 No Waiver: No payment made under this Agreement, including final payment to Subcontractor, shall be construed to be an
acceptance of defective or improper workmanship or materials or constitute a waiver of any claims by the Contractor. Neither the
use of the Work or any portion of the Work shall constitute a waiver of the right of the Contractor to demand full compliance by
Subcontractor with all System Requirements. Neither the inspection for the Work by the Contractor nor the failure to inspect the
Work or any portion of the Work nor the failure to include or identify any item on the Punch list shall constitute a waiver by the
Contractor or any right under this Agreement, including, without limitation, the right to require all Work to be properly performed in
compliance with the System Requirements of this Agreement.

4.7 Liens: If any liens shall be filed in connection with the Work by the Subcontractor or by anyone claiming by, through or under the
Subcontractor, the Subcontractor shall cause the same to be discharged of record or statutorily bonded off within five (5) calendar
days after written notice from the Contractor. If the Subcontractor
shall fail to pay and discharge when due any amounts of any kind or nature incurred by the Subcontractor in the performance of the
Work, or if at any time there shall be evidence of any lien or claim against the Contractor or the property owner as a result of
Subcontractor’s operations, or if there shall be claims of the Contractor or any other person against the Subcontractor, the
Contractor shall have the right to retain, out of any amount due to become due to the Subcontractor hereunder, an amount
sufficient to completely indemnify the Contractor and the property owner against any such lien and/or claim, including attorney fees
to be incurred by reason thereof. The provisions of the Article 4 shall survive expiration or termination of this Agreement.

ARTICLE 5-CHANGES TO THE WORK

5.1 General: The Contractor shall have the right, from time to time, to order addition to, omissions from, or any other changes in the
extent and character of the Work, such changes to be effective only upon written Change Order signed by the Contractor. Any
adjustment to the Contract Sum, Completion Date and Construction Schedule on account of such changes shall be made in
accordance with this Article 5.
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SUB CONTRACTOR INITIAL_______
5.2 Changes to the System Requirements:

5.2.1 No change shall be made to the construction specifications, system testing procedures, or other System Requirements except
as expressly authorized in writing by Luis Hernandez, President of Falco Networks Llc.

5.2.2 Upgrades in materials and/or equipment items required by the System Requirements shall require written authorization by
Contractor.

5.3 Subsurface Conditions: Subcontractor warrants and represents that it has carefully inspected the System Requirements and the
location of the Work, has familiarized itself with the soil conditions and underground structures, and has satisfied itself as to the
Subcontractor’s access to the Work area, ability to perform the Work and the limiting physical and other conditions which may be
encountered and assumes all risks therefrom. Accordingly, no adjustment shall be permitted to the Contract Sum or Completion
Date on account of concealed or subsurface conditions encountered in the performance of the Work.

ARTICLE 6-THE SUBCONTRACTOR

6.1 Subcontractor’s Representations: The Subcontractor acknowledges that the Contractor is entering into this Agreement in
reliance on the Subcontractor’s representations, as follows:

6.1.1 The Subcontractor represents that it is financially solvent; that it is qualified to do business in the State of Texas; that it has all
required licenses and permits necessary for the performance of the Work; that it has inspected this Agreement and all documents
incorporated herein; that it is knowledgeable regarding all Applicable
Regulations and the System Requirements pertaining to the methods required by the Contractor; that it is experienced in the
construction of fiber optic cable; and efficient and timely manner in accordance with the terms of this Agreement. The
Subcontractor difficulties in connection with the performance of the Work assumed by the Subcontractor hereunder; (ii) a separate
premium amount in consideration of the indemnification obligations assumed by Subcontractor under this Agreement; and (iii) all
amounts to be owed to Subcontractor for the completion of the Work.

6.1.2 The Subcontractor represents that it is experienced in the construction and installation of the fiber optic cable covered by the
Agreement and has knowledge of all the Applicable Regulations related to the performance of the Work. The Subcontractor shall be
responsible to ascertain the requirements of Applicable Regulations as they relate to the performance of the Work and to remain
informed of any changes in Applicable Regulations.

6.2 Subcontractor’s Personnel:

6.2.1 The Subcontractor at its sole cost and expense shall maintain and enforce a policy among its employees and Sub-
subcontractors that requires any employee involved in an on the job accident to submit a drug/alcohol test. An employee testing
positive shall not be allowed to perform any services related to the Work covered by this Agreement. Such policy shall include a
release from, signed by every employee that indemnifies and holds harmless the Contractor and its agents from any liability.

6.2.2 Subcontractor warrants and represents that it has a crew available to start and prosecute the Work on the Commencement
Date. A “Crew” is defined to be that number of workers required to complete the “Work”, including Punch list items but the
Completion Date. The Subcontractor agrees to provide to the Contractor, promptly whenever requested by the Contractor, such
additional information as may be requested by the Contractor, such additional information as may be requested by the Contractor
regarding the Subcontractor’s (and all its Sub-subcontractors’) current and projected workload, including, without limitation, a
comprehensive list of all projects (whether for Contractor or others) for which the Subcontractor is performing work. The
Subcontractor shall promptly notify the Contractor in writing of any changes to any such list of projects provided to the Contractor
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by the Subcontractor hereunder.

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SUB CONTRACTOR INITIAL_______
6.2.3 Subcontractor shall comply with all OSHA and other worker safety regulations and requirements required by law and
governmental regulations. Subcontractor shall designate a Safety Officer who shall be responsible for the ongoing safety training for
all Subcontractor’s personnel and for compliance with other worker safety requirements.
6.3 No Authority To Bind Contractor: Subcontractor specifically acknowledges and Contractor states, that Subcontractor has no
actual, implied or apparent authority to act as an agent or employee of Contractor; to enter into any contractual commitments on
behalf of Contractor; or to incur any obligations, debt or liability for Contractor.

6.4 Subcontractor Responsibilities:

6.4.1 Subcontractor shall, at all times, conduct its operations in such a manner that its actions or the actions of its employees will not
jeopardize the Contactor, the Contractor’s reputation with other companies, the general public or the community, or its relations
with local administrative bodies, public utilities, power companies, telephone companies, cable companies, and/or the general
public and community in which the Work is performed.

6.4.2 Subcontractor shall permit and cooperate with inspections of the Work by authorized employees, agents or representatives of
Contractor at any time, before or after acceptance of the Work. Subcontractor shall respond promptly and diligently to assure
prompt repair, replacement or cure of any construction defect, and Subcontractor shall complete cleanup of defects in no more than
two (2) calendar days from receipt of written notice.

6.4.3 Subcontractor shall furnish and pay for all required state, county and municipal licensees with respect to the Work to be
performed by Subcontractor. If any of the Work is required to be inspected or approved by any public authority, the Subcontractor
shall obtain such approval. Subcontractor shall be responsible for all locates and paying for such locates.

6.4.4 During the course of construction, Subcontractor shall avoid the accumulation of excessive, unsightly or dangerous waste
materials and shall arrange for and ensure the orderly removal and disposal thereof. If the Work requires use of any hazardous
materials, Subcontractor shall obtain appropriate permits allowing it to use and/or dispose of any such materials and shall indemnify
Contractor against damages relating to use or disposal of such hazardous materials.

6.4.5 Subcontractor shall provide advance notice of Work to all utilities and other contractors performing work on underground
structures and facilities. Subcontractor shall be responsible for locating, exposing, and protecting from damage all existing
underground structures and facilities, including, without limitation, privately owned sprinkler systems, structures and other systems,
electrical, telephone, data link, water, cable television and fiber optic cable, gas, sewer or other utilities prior to commencing any
construction, shall protect all such utilities from damage or destruction to any existing underground facilities caused by
Subcontractor’s operations. In the event of any such damage or destruction occurs, the Subcontractor shall immediately notify the
utility and the Contractor. The Subcontractor shall, at Subcontractor’s expense, repair or replace all such damaged or destroyed
facilities immediately.

6.4.6 Subcontractor shall provide and maintain adequate bridging over any open trench or other exaction as reasonably required to
maintain vehicle or pedestrian traffic flow during construction and to prevent injury. Overnight bridging on thoroughfares shall not
be permitted without approval. At no time shall Subcontractors activities prevent or materially interfere with normal access to or
from any public or private property. Subcontractor shall use flag men where required by Applicable Regulations or wherever
conditions reasonably warrant. Subcontractor shall notify appropriate governmental agencies not less than 48 hours in advance of
lane blockages or street closures in accordance with all applicable traffic safety requirements.

6.4.7 Subcontractor shall take precautions as necessary to prevent damage to property of the Contractor, the homeowner, adjacent
property and property of others, including without limitation structural damage, pollution or contamination of such property and/or
damage, caused in any way by Subcontractor’s operations. The Subcontractor shall be responsible for all and shall repair (at no cost
to the Contractor, the property owner, or other contactors) any such structural damage, pollution, contamination or other damage.

6.4.8 Subcontractor shall properly store and protect all equipment, materials, and tools to be incorporated or used in the Work,
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including any materials and equipment furnished by the Contractor.

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FALCO NETWORKS, LLC. – CONSTRUCTION SUBCONTRACT AGREEMENT FALCO INITIAL_______

SUB CONTRACTOR INITIAL_______
6.4.9 Subcontractor shall be responsible to plan the route of all fiber optic cable to be installed at the Work site in accordance with
the System Requirements, including without limitation, requirements regarding placement of equipment and materials within rights
of ways and easements. Subcontractor shall be responsible to notify the Contractor in advance regarding, and to resolve, any
conflicts between the plans and specifications and the actual layout of Work at the site, and locations of existing facilities and
structures at the site.

ARTICLE 7 – THE CONTRACTOR

7.1 Authority: A corporate officer of Falco Networks, Llc is the only person authorized to make any changes to the Work or Contract
Sum.

CONTRACTOR’S OTHER PERSONNEL ARE NOT AUTHORIZED TO MAKE CHANGES TO THIS AGREEMENT, TO EXECUTE ANY CHANGE
ORDERS, TO ALTER THE CONTRACT SUM, OR TO TERMINATE THIS AGREEMENT.

ARTICLE 8 – SUB-SUBCONTRACTORS AND SUPPLIES

8.1 Sub-Subcontractors:

8.1.1 The Subcontractor acknowledges and agrees that this Agreement in intended to secure the personal services of the
Subcontractor because of its experience, ability and reputation. Accordingly, the Subcontractor is prohibited from subcontracting the
Work or any portion of Work without the express prior written consent of the Contractor in accordance with this Article 8.

8.1.2 The Subcontractor agrees that any of its Sub-subcontractors approved by Contractor shall engaged pursuant to an appropriate
written subcontract, the terms and conditions of which shall be subject to the Contractor’s prior approval, which shall require such
Sub-subcontractor to be bound by the terms and conditions of this Agreement and to assume toward the Subcontractor all of the
obligations and responsibilities which the Subcontractor assumes toward the Contractor under this Agreement. The Subcontractor
shall incorporate into such subcontract all terms and conditions of this Agreement applicable to the subcontracted work.
Subcontractor shall submit a copy of each subcontract to the Contractor prior to commencement of Work by any Sub-subcontractor.
The subcontract shall:

8.1.2.1 Require the Sub-subcontractor to indemnify the Contractor and hold the Contractor harmless from all
claims that may arise from the Sub-subcontractor’s operations to the same extent as the Subcontractor has
indemnified the Contractor pursuant to Article 11 hereof.

8.1.2.2 Preserve and protect the rights of the Contractor under this Agreement so that the subcontracting of the
Work will not prejudice such rights.

8.1.2.3 Require the subcontracted Work to be performed in accordance with the System Requirements and other
requirements of this Agreement.

8.1.2.4 Require the Sub-subcontractor to assign a qualified, experienced Superintendent to supervise the Sub-
subcontractor’s work at the Project site on a full-time basis, which Superintendent shall not be replaced or
sustained without the Subcontractor’s prior approval.

8.1.2.5 Require the Sub-subcontractor to provide adequate insurance coverage for its operations
(unless Subcontractor provides insurance covering the Sub-subcontractor’s operations).
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8.1.2.6 Require the Sub-subcontractor to warrant its work in accordance with the warranty provisions of this
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Agreement.
FALCO NETWORKS, LLC. – CONSTRUCTION SUBCONTRACT AGREEMENT FALCO INITIAL_______
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 8.1.2.7 Provide for payment to the Sub-subcontractor by the Subcontractor in accordance with the payment
provisions of this Agreement.

8.1.2.8 Obligate the Sub-subcontractor specifically to consent to the provisions of this Section 8.1.

8.1.2.9 Notwithstanding the Contractor’s review and approval of the Subcontractor’s form of subcontract, the
Subcontractor shall bear all risk of any inconsistencies between the terms and conditions of this Agreement and
the terms and conditions of any subcontract.

8.1.10 The Subcontractor shall be fully responsible for the proper performance of the Sub-subcontractor’s Work in
accordance with all requirements of this Agreement.

8.2 Suppliers: All suppliers furnishing materials or equipment in connections with the Work shall be subject to the Contractor’s
reasonable approval. The Subcontractor shall enter into separate purchase orders and material orders for equipment, materials
or other items to be furnished for the Work, and such orders shall specifically identify the Work, shall cover only items to be
furnished for the Work and shall not include items to be furnished for other projects. All invoices submitted by suppliers to the
Subcontractor shall be required to specifically identify the Work and the applicable purchase or material order.

8.3 Assignment: Subcontractor hereby assigns to the Contractor, at Contractor’s option, all subcontracts, purchase orders, material
orders, and all other contracts and agreements entered into in connection with the Work, which assignment shall be operative
only upon notice by Contractor to Subcontractor in the event of default by, or termination of, Subcontractor under this
Agreement. All subcontracts, purchase orders, material orders and other agreements shall provide that the Subcontractor, or
supplier, as applicable, consents to the assignment of the agreement to the Contractor pursuant to this Section 8.3 and agrees,
in the event such assignment becomes effective, to recognize the Contractor as the successor to the Subcontractor and to
complete its services under the agreement for the Contractor.

8.4 Subcontractor’s Responsibility: The Subcontractor shall be as fully responsible to the Contractor for the acts and omissions of its
permitted Sub-subcontractors, suppliers, their agents and persons directly employed by
them, and other persons performing any of the Work, as it is for the acts and omissions of persons directly employed by the
Subcontractor.

8.5 No Relationship with Contractor: Nothing contained in this Agreement shall create any employment relationship between the
Contractor and Subcontractor, or between Contractor and any Sub-subcontractor, supplier, employee, or laborer of the
Subcontractor.

ARTICLE 9 – WARRANTY MAINTENANCE PROGRAM

9.1 Warranty: Subcontractor warrants and guarantees that the Work shall be free from defects in workmanship and materials and
shall conform to and meet the System Requirements and all other requirements of this Agreement. Any portion of the Work
that does not meet these requirements shall be considered defective. The Subcontractor’s Warranty Maintenance Program
under this Section is not limited in any respect by the time for correction by Subcontractor of defects in the Work. The Warranty
shall extend for a period of one (1) year from the date of Acceptance of the Work by Contractor.

9.2 Inspection After Acceptance: At any time until the expiration of the Warranty Maintenance Program, the Contractor shall have
the right to require a complete and comprehensive quality control inspection of the entire completed Work, or by portion of the
complete Work, under this Agreement. The quality control inspection shall be conducted in accordance with customary industry
standards and procedures for quality control assurance and as reasonable required by the Contractor. If such inspection reveals
that the Work is Substantially Defective, as defined herein, the Subcontractor shall be required to pay the entire cost of the
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complete and comprehensive quality control inspection for the entire Work, including, without limitation, the cost of the time
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of Contractor’s personnel and agents spent in connection with such inspection, at customary labor rates charged in the fiber
FALCO NETWORKS, LLC. – CONSTRUCTION SUBCONTRACT AGREEMENT FALCO INITIAL_______
SUB CONTRACTOR INITIAL_______
 optic cable industry or similar quality control inspection services. If such inspection reveals defects in portions of the Work but
does not indicate that the Work is Substantially Defective, the Subcontractor shall pay for a portion of the cost of the quality
control inspection for the entire Work, determine on an equitable go pro rata basis. For purposes of determining responsibility
for payment of inspection costs under this Section, the Work will be deemed to be Substantially Defective if any of the following
occurs; (i) any defect in the Work that causes the System to be inoperative; (ii) widespread substandard operation of the
System; (iii) any installed cable outside of easements and rights-of-way for the Work otherwise in violation of easement and
right-of-way agreements for the project; (iv) two percent of the underground cable installed at a depth less than the depth
specified in the System Requirements; or (v) defective or missing waterproofing at two (250 percent of the connectors required
with respect to the Work.

9.3 Correction of Defects: Subcontractor agrees to make good, to the System Requirements, any portion or portions of the Work
which prove defective. The Subcontractor shall commence corrective work promptly and shall complete all required corrective
work to the reasonable satisfaction of the Contractor within five days after being requested to do so by Contractor. In the event
the Subcontractor fails to complete the required corrective work as provided herein, the Contractor shall have the right to
complete the repairs itself and deduct the cost of such repairs, including any associated inspection and overhead costs, from
any amounts due to be paid to Subcontractor by Contractor under this Agreement.

9.4 The provisions of this Article 9 shall survive the termination of expiration of this Agreement.

ARTICLE 10 – INSURANCE RISK OF LOSS

10.1 Subcontractors Insurance:

Subcontractor shall procure and maintain the following insurance through this contract:

Commercial General Liability: Insurance must include premises/operations. Products/completed operations, blanket contractual
liability, broad-form property damage, and underground, explosion, and collapse hazard coverages. The policy limit shall not be less
than $1,000,000 per occurrence and in the aggregate. The policies provided under this section shall be written on an “occurrence”
bases; “claims made” insurance is not acceptable.

Automobile Liability: Insurance must cover owned, non-owned, rented, and leased vehicles. The policy limit shall not be less than
$1,000,000 per occurrence.

Workers’ Compensation and Employers Liability: Insurance as required by applicable state and/or federal law (including
Longshoremen’s and Harbor Workers’ Act and the Jones Act).

All policies shall be endorsed to provide Contractor with 30 calendar days’ written notice prior to cancellation of the insurance.
Policies A and B above shall name Contractor, its directors, officers, and employees as additional insured. Coverage shall only apply
to the extent that it arises in whole or in part from Subcontractors act, error, omission, negligence or willful misconduct. Coverage of
additional insureds shall not include coverage for additional insured’s own negligence or the negligence of a third party unless:

(1) The claim arises only in part due to the additional insureds or a third party’s negligence, in which case the
coverage shall be comparative and only required to the extent the claim arises from the named insureds act,
error, omission, negligence or willful misconduct; and
(2) The claim arises out of or results from bodily injury to, or sickness, disease or death of, any employee, agent or
representative of Subcontractor or any Subcontractor parties.

To the extent allowed in Article 11, Policies A and B shall provide primary coverage with respect to the Contractors work provided
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under this Agreement. Subcontractor shall submit ACORD certificates for the above policies to Engineer before commencing
work. The insurance applicable to Contractor shall be primary and not contributing to or excess of any insurance which may be
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maintained by Contractor for its benefit. Subcontractor shall provide Certificate of Insurance showing the coverage required.
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Subcontractor policies provided pursuant to this Article must be endorsed to provide a waiver of each insurers right of subrogation
against each Indemnified Party.

10.2 Title and Risk of Loss: Any equipment or material provided by Contractor shall always be and remain the property of the
Contractor, notwithstanding that such items have been delivered to or are in the possession of the Subcontractor. Title to the
Work and all equipment and material shall pass to the Contractor upon acceptance of the Work, or any designated portion of
the Work, or upon payment therefor by the Contractor, whichever occurs sooner. Subcontractor warrants and represents that
title to all Work, materials and
equipment will pass to the Contractor as provided herein, free and clear of all liens, claims, security interests, encumbrances or
rights tin others. Subcontractor shall have sole liability and responsibility for the risk of loss of all or nay part of the Work until
acceptance by the Contractor under Article 4 including, without limitation, materials and equipment furnished by the
Contractor. The Subcontractor shall provide fire and extended coverage property insurance covering all Work, including any
materials and equipment furnished by the Contractor, insuring all property at replacement cost value and naming the
Contractor as the insured party.

10.3 Waiver of Subrogation: Contractor and Subcontractor waive all rights against each other and the contractors, agents and
employees each of the other for damages caused by fire or other perils to the extent proceeds are received under any applicable
property insurance coverage. The Subcontractor shall require similar waivers in favor of the Contractor and Subcontractor from each
Sub- Subcontractor and supplier.

10.4 Sub- Subcontractor Insurance: Subcontractor shall require each Sub- Subcontractor to maintain adequate insurance coverage
in accordance with this Article 10.

10.5 The provisions of this Article 10 shall survive expiration or termination of this Agreement.

ARTICLE 11 – INDEMNIFICATION

11.1 Indemnity: TO THE FULLEST EXTENT PERMITTED BY LAW, SUBCONTRACTOR AGREES TO DEFEND, INDDEMNFIRY AND HOLD
HARMLESS CONTRACTOR, ITS AGENTS AND EMPLOYEES (“INDEMNITIES”) FRIN ABD AGINST ANY AND ALL CLAIMS, DAMAGES,
LOSSES AND EXPENSES, INCLUDING ATTORNEYS FEES AND OTHER DEFENSE COSTS ARISING OUT OF, ALLEGED TO ARISE FROM, OR
RESULTING FROM SUBCONTRACTORS PERFORMNACE OF SUBCONTRACTORS PERFORMANCE OF THIS AGREEMENT, BUT OLY TO
THE EXTENT CAUSED IN WHOLE OR IN PART BY A NEGLIGENT ACT, ERROR, OMISSION, OR WILLFUL MISCONDUCT OF
SUBCONTRACTOR, ITS EMPLOYEES, OR OTHERS FOR WHOM SUBCONTRACTOR MAY BE LEGALLY LIABLE IN THE PERFORMANCE OF
THIS AGREEMENT.

SUBCONTRACTOR EMPLOYEE INDEMNITY. THE FORGOING SECTIONS_AND_NOTWITHSTANDING, TO THE FULLEST EXTENT

PERMITTED BY LAW, SUBCONTRACTOR SHALL IDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNTEES FROM AND AGAINST ALL
CLAIMS, DAMAGES, LOSSES AND EXENSES, INCLUDING BUT NOT LIMITED TO, ATTORNEY FEES OR OTHER DEFENSE COSTS, ARISING
OUT OF OR RESULTING FROM BODILY INJURIY TO OR SICKNESS, DISEASE OR DEATH OF, ANY EMPLOYEE, AGENT OR REPRESENTATIVE
OF SUBCONTRACTRO OR ANY OF ITS SUBCOTRACTORS, REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS
CAUSED IS CAUSED, OR IS ALLEGED TO BE CAUSED, IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY INDEMNITEE, IT BEING THE
EXPRESS INTENT OF THE INDEMNITEES THAT IN SUCH EVENT THE SUBCONTRACTOR IS TO INDEMNIFY, HOLD HARMLESS, AND
DEFEND THE INDEMNITEES FRON THE CONSEQUENSE OF THEIR OWN NEGLIGENCE, WHETHER IT IS OR IS ALLEGED TO BE THE SOLE
OR CONCURRING CAUSE OF THE BODILY INJURY, SICKNESS, DISEASE OR DEATH OF SUBCONTRACTORS EMPLOYEE OR THE EMPLOYEE
OF ANY OF ITS SUBCONTRACTORS. THE INDEMNIFICATION OBLIGATION UNDER THIS PARAGRAPH SHALL NOT BE LIMITED BU ANY
LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR FOR SUBCONTRACTOR UNDER
WORKERS COMPENSATION ACTS, DISABILITY BENEGFITS ACTS OR OTHER EMPOYEE BENEFITS ACTS. SUBCONSULTANT SHALL
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PROCURE LIABILITY INSURANCE COVERING ITS OBLIGATIONS UNDER THIS PARAGRAPH.

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11.2 The Subcontractor shall require each Sub-subcontractor and supplier to agree to indemnify the Contractor in accordance
with the terms of this Article 11.

11.3 The provisions of this Article 11 shall survive the expiration or termination of this Agreement.

ARTICLE 12 – BONDS

12.1 Subcontractor shall be required to furnish a payment and performance bond in favor of or for the benefit of Contractor, in the
amount of $ (per project if required in writing by contractor), and the surety on such bond shall be acceptable to Contractor.

12.2 In the event Subcontractor subcontracts any of the Work, and such Sub- Subcontractor is approved by Contractor, then
Subcontractor shall require each Sub- Subcontractor to provide a payment and performance bond in favor of or for the benefit of
Contractor in the amount set forth in the above paragraph.

ARTICLE 13 – DEFAULT AND TERMINATION

13.1 General: Subcontractor acknowledges that any breach of this Agreement, or any delay in completion of the Work, may cause
the Contractor to be in breach of its agreement with the owner or general contractor, or in violation of Applicable Regulations and
that, as a consequence thereof, the Contractor may suffer substantial direct, indirect, incidental or consequential damages, and/or
penalties. Accordingly, Subcontractor acknowledges that time is of the essence under this Agreement and all of Subcontractor
performance obligations under this Agreement shall be strictly enforced, including, without limitation, the provisions of this Article
13.

13.2 Default: If Subcontractor (i) fails to supply the labor, materials, equipment and supervision in sufficient time and quantity to
complete the Work and phases thereof consistent with the Work Schedule, (ii) causes stoppage or delay of or interference with the
Work; (iii) causes interference or damage to the work performed by separate contractors, if any; (iv) damages property of a
homeowner or others; (v) fails to promptly pay its laborers, suppliers, sub- Subcontractors, material people and/or employees; (vi)
fails to pay workers compensation or other employee benefits, withholding or any other taxes; (vii) makes unauthorized changes in
supervisory personnel; (vii) subcontracts any portion of the Work without the Contractors prior written consent; (ix) fails to provide
or maintain the insurance required in Article 10; (x) fails to secure any sub- Subcontractors performance of the Work; (xi) fails in the
performance or observance of any other provisions of this Agreement; or (xii) shall file a voluntary petition in bankruptcy, be
adjudicated insolvent, obtain an order for relief under the Bankruptcy Code, file any petition or fail to contest any petition seeking
reorganization or similar relief under any laws relating to bankruptcy, insolvency or other relief for debtor, or seek or consent to or
in the appointment of any trustee, receiver or liquidator of any of its assets or property, make an assignment for the benefit of
creditors, or make an admission in writing of inability to pay any debts as they became due; then the Contractor, after giving the
Subcontractor written notice of such default and forty-eight (48) hours within which to cure such default, shall have the right to
exercise any one or more of the following remedies:

13.2.1 Issue a stop work order requiring Subcontractor to suspend the Subcontractor’s operations until the Contractor is satisfied
that the Subcontractor’s default is cured;

13.2.2 Require that Subcontractor utilize, as its own expense, additional Crews or laborers and/or overtime labor and/or additional
shifts as necessary to bring the Work back on Schedule;

13.2.3 Remedy the default by whatever means the Contractor may deem necessary and appropriate, including, without limitation,
correcting, furnishing, performing or otherwise completing the Work or any part thereof, by
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itself or through others (utilizing where appropriate any materials and equipment purchased by Subcontractor for that purpose) and
deducting the cost thereof from any monies due or to become due to Subcontractor hereunder;
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13.2.4 After giving the Subcontractor an additional twenty-four hour written notice, terminate this Agreement, in whole, or in
respect to any portion of the Work designated by the Contractor, without thereby waiving or releasing any rights or remedies
against Subcontractor or its sureties, and by itself or through others take possession of the Work (or such designated portion), and
all materials, equipment and temporary facilities of Subcontractor relating to the Work, for the purposes of complete the Work or
securing to Contractor the payment of its costs and other damages under the Agreement and for the breach thereof;

13.2.5 Bring claims to recover from Subcontractor all losses, damages, penalties and fines, whether actual or liquidated, direct or
consequential, and all reasonable attorney’s fees suffered or incurred by Contractor by reason of or as a result of Subcontractors
default;

13.2.6 Exercise any other remedy available to Contractor at law or in equity, including injunctive relief.

13.3 Other Remedies for Default: The foregoing remedies shall be considered separate and cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or in equity.

13.4 Payment of Contract Sum after Subcontractor’s Default: In the event of termination due to the default of the Subcontractor,
the Subcontractor shall not entitle to receive any further payment until the Work is complete. If the unpaid balance of the Contract
Sum shall exceed the expense of finishing the Work, including compensation for the Contractors additional services (including
reasonable allocation of overhead), such excess shall be paid to the Subcontractor within 15 days after the Work is completed. If the
expense of finishing the Work shall exceed the unpaid balance of the Contract Sum, the Subcontractor shall pay such excess to the
Contractor immediately upon receipt of an invoice from Contractor.

13.5 Cross-Default: Subcontractor agrees that a breach by the Subcontractor of any other agreement or contract between the
Contractor and Subcontractor pertaining to any other project, system or site shall be and constitutes a material breach of this
Agreement. Subcontractor specifically agrees that, as a material matter of inducement and consideration for the award of this
Agreement, in the event of any breach of or default under such other agreement or contract by Subcontractor, the contractor shall
be entitled to all of its rights and remedies provided under this Agreement as if Subcontractor were in default under this Agreement.

13.6 Remedies in the Event of Bankruptcy: The Contractor and the Subcontractor acknowledge and agree that successful
completion of the Work within the requirements of Applicable Regulations and other System Requirements and within the time and
financial parameters anticipated by the terms of the Agreement will require promote and continued administration and
performance by the Subcontractor, would create immediate and irreparable harm to the Contractor. To that end, the Agreement
contains a right to terminate in the event of bankruptcy of the Subcontractor, it being recognized that such action would be
necessary to avoid and minimize delay and consequential damage to all concerned.

13.7 Termination for Convenience: The Contractor may terminate this Agreement for its convenience and without cause upon five
(5) calendar days written notice to Subcontractor. In such even, the Subcontractor shall be paid on the basis of a pro rata amount of
the Contract Sum based on the percentage of Work completed by Subcontractor
in relation to the total Work under this Agreement. If Contractor elects termination under this provision, Contractor shall not be
liable to other costs or expenses arising as a result of such termination.

13.8 Warranty of Work: In the event of termination of this Agreement with respect to all or a portion of the Work prior to
acceptance of such Work (or portion) by the Contractor, (i) the Contractor shall be entitled to retain ten (10) percent of the Contract
Sum for all Work (or portion) completed as of the termination date, in addition to any other amounts to which the Contractor may
be entitled under this Agreement; (ii) the Subcontractor shall provide the warranty in Article 9 hereof with respect to all such Work f
(or portion) completed as of the termination date, such warranty to extend for a period of two years after acceptance of the total
Work by Contractor; and (iii) the Subcontractor shall be obligated to perform corrective work under Article 9 hereof with respect to
such Work (or portion); provided, however,, that the period for correction of defective Work shall commence as of the effective date
of termination, not the date of acceptance of the Work by Contractor. Upon expiration of such period for correction of defects,
Contractor shall pay the retention amount withheld with respect to such Work (or portion).
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 ARTICLE 14 – CONFIDENTIALITY

14.1 In order that the Subcontractor may effectively fulfill its covenants and obligations under this Agreement, it may be necessary
or desirable for the Contractor to disclose or cause disclosure of confidential and proprietary information to the Subcontractor
pertaining to the Work or the Contractor’s past, present, and future activities. Since it is difficult to separate confidential an
propriety information from that which is not, the Subcontractor shall instruct its employees, sub- Subcontractors, suppliers and
others performing any part of the Work to regard all information gained by each such person as a result of services performed in
connection with the Work, as information which is confidential and proprietary to the Contractor and not to be disclosed to any
organization, private entity, except as required by Applicable Regulations. The Subcontractor shall notify the Contractor of any
request for information received by the Subcontractor. In addition, the Subcontractor shall comply with all requirements and
restrictions imposed by the Contractor, to the extent permitted by law, to prevent disclosure of the Contractors confidential and
proprietary information.

14.2 The provisions of this Article 14 shall survive the termination or expiration of this Agreement.

ARTICLE 15 – EQUAL OPPORTUNITY PROVISIONS

15.1 During the performance of this Agreement, the Subcontractor agrees as follows:

15.1.1 The Subcontractor will not discriminate against, but will take affirmative action to ensure that, applicants for employment
and employees are treated without regard to their race, color, religion, sex, national origin, non-disqualifying mental or physical or
veteran’s status. Such action shall include, but is not limited to, the following: employment, upgrading, demotion, or transfer,
recruitment or recruitment advertising; and selection for training.

15.1.2 The Subcontractor will, in all solicitations or advertisements for employees placed by or on behalf of the Subcontractor, state
all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, non-
disqualifying mental or physical disability or veteran’s status. The Subcontractor further agrees that it will be bound by the above
equal opportunity clause with respect to all its own employment practices.

15.1.3 Subcontractor will comply with all Federal, state and local employment laws.

15.1.4 In addition, in the event of the Subcontractors failure or refusal to comply with Section 15.1 of this Agreement, this
Agreement may be terminated or suspended, in whole, or in part, and the Subcontractor may be declared ineligible for further
contracts with Contractor.

15.1.5 Subcontractor shall comply with all applicable provisions and stipulates as of the date for this Agreement regarding the Equal
Employment Opportunity Regulations.

ARTICLE 16 – MISCELLANEOUS

16.1 Corporate Authority: Contractor represents that it is a validly existing corporation, Subcontractor represents that, if a
corporation, it is validly existing and in good standing or, if Subcontractor is a partnership, it is validly organized and not dissolved.
Subcontractor and Contractor each herby mutually represent and warrant to the
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other that it has the full power and authority to enter into and perform this Agreement and that it is under no obligation, legal,
contractual, or otherwise, which might in any way interfere with its full, due and complete performance of the terms and conditions
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hereof.
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16.2 Notices: Any notice or other communication given pursuant to the Agreement shall be given in writing, in person or by certified
or registered mail, return receipt requested, and if given in person notice shall be deemed given when actually delivered, and if
given by certified or registered mail, notice shall be mailed to:

Prime Contractor: Subcontractor:

Luis Hernandez ____________________________________
President ____________________________________
Falco Networks, Llc ____________________________________
13661 Jupiter Rd, Ste 300 ____________________________________
Dallas, TX 75238 ____________________________________
Federal ID# __________________________

Notice may be given to such other address or addresses designated by the parties in writing.

ARTICLE 17 – AGREEMENT

17.1 Exhibits: This Agreement, the attached Exhibits, and the documents incorporated herein in forth the entire agreement
between the Contractor and the Subcontractor. The following Exhibits are attached to and incorporated in this Agreement:

Exhibit A: Construction Plans and Specifications

Exhibit B: Testing Procedures
Exhibit C: Materials and Equipment Supplied by Contractor and Subcontractor
Exhibit D: Construction Schedule

17.2 Term: Unless sooner terminated as provided herein, this Agreement shall terminate upon completion and acceptance of all the
Work by Contractor.

17.3 Entire Agreement: The Agreement, including Exhibits, constitutes the full and complete understanding between the parties
with reference to the subject matter hereof, and supersedes all prior agreements and understanding whether written or oral
pertaining thereto, and cannot be modified or altered except by written instruments signed by the appropriate officers of the
parties. Each of the parties acknowledges that no representation or promise not expressly contained in this Agreement has been
made by the other party or by any agent, employees or representatives thereof.

17.4 Applicable Law: This Agreement shall be construed in accordance with the laws of the State of Texas. All disputes between the
parties hereto relating to this Agreement, the Work, and the business relationship established hereby shall only have Jurisdiction
and revenue in the courts of the State of Texas in and for Harris County and the United States District Court for the district which
includes said County.

17.5 No Waiver: The waiver by either party of a breach of any provision of this Agreement shall not operate as, nor be construed as,
a waiver of any subsequent breach of the same provisions or of any other provision of this Agreement.

17.6 Enforceability: If one or more of the provisions contained in the Agreement shall be for any reason held unenforceable under
15

the law of Texas or of the United States, such unenforceable provision or provisions shall not affect the enforceability of this
Agreement, and such unenforceable provision shall be reformed so it is enforceable to the fullest extent intended by the parties.
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17.7 Assignment: The Subcontractor shall not assign, transfer, or further sublet this Agreement, nor assign any amounts due or to
become due hereunder, except with the prior written consent of Contractor. Any assignment of the Agreement consented to by
Contractor shall not operate to relive Subcontractor of primary responsibility to Contractor for the full and performance of this
Agreement, and Subcontractor shall be liable to the Contractor for all acts and omissions of its assignees and sub-subcontractors, if
any. The Contractor reserves the absolute right to transfer or assigns its rights, benefits and obligations under this Agreement to any
corporation or other entity into which the Contractor may be incorporated, merged or consolidated, or any corporation or entity
which may succeed to, or acquire, all or substantially all of the business assets of the Contractor, provided that the transferee or
assignee agrees in writing to accept and assume the Contractors obligations under this Agreement.

17.8 No Partnership: Nothing in this Agreement is intended to create a partnership or joint venture between Contractor and
Subcontractor, and Contractor shall not be liable to Subcontractor or to any of Subcontractors creditors for any damages or losses
incurred by Subcontractors, except as expressly set forth in the Agreement.

17.9 Review by Counsel: All parties represent that they have executed this Agreement only after receiving the advice of their own
attorney and tax advisor or, though they have not sought the advice of their own attorney or tax advisor, they have been given every
opportunity to do so and sign this Agreement of their own free will and without the influence of the other party to this Agreement.

IN WITNESS WHEREOF, the parties have executed multiple copies of this Agreement as of the date first above written.

FALCO NETWORKS, LLC

______________________________
FALCO Corporate Officer

Date: ____________

Subcontractor Name:

____________________________________

Printed Name:

____________________________________

Title:

_____________________________________

Date:

_______________________________________

FED ID#_______________________________________ Or SSN#________________________________________

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